TERMS of SERVICE

EFFECTIVE: January 2, 2019

We'll try to make this as painless as possible, but the reality is that all
Terms of Service contain legalese.

Even if your eyes normally glaze over at the word "Terms", it's a good idea
to read these Terms carefully before you use Aha! because
this is a contract between you and Aha! Labs Inc. ("Aha!"). The Terms apply when you use
the Aha! Website, Services, or Documentation.

If you have questions about these terms of service, please email us at
support@aha.io

THESE TERMS OF SERVICE ("TERMS")
CONSTITUTE A CONTRACT BETWEEN YOU AND AHA! AND GOVERN THE USE OF AND
ACCESS TO THE SERVICE AND SITE BY YOU, SUBSCRIBERS, AND END-USERS WHETHER IN
CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE
SERVICE.

By accepting these Terms, or by
accessing or using the Service or Site, or authorizing or permitting a
Subscriber or End-User to access or use the Service, You agree to be bound by
these Terms. If You are entering
into these Terms on behalf of a company, organization, or another legal entity
(an "Entity"), You are
agreeing to these Terms for that Entity and representing to Aha! that
You have the authority to bind such Entity and its
affiliates to these Terms, in which case the terms "Subscriber,"
"You," "Your", or related capitalized terms
herein shall refer to such Entity and its affiliates. If You do not have such
authority, or if You do not agree with
these Terms, You must not accept these Terms and may not use the Service.

1. DEFINITIONS

The following terms have the following meanings:

Account: means
all Aha! accounts or instances created by or on behalf of Subscriber
within the Service.

API: means the
application programming interfaces developed and enabled by Aha! that
permits Subscriber to access certain functionality provided by the Service,
including, without limitation, the Aha! REST API that enables the
interaction with a Aha! instance
automatically through HTTPS requests and the Aha! application
development API that enables the integration of an Aha! instance with other web applications.

Confidential Information: means
all information disclosed by You to Aha! or by Aha! to You
which is in tangible form and may or may not be labeled "confidential" (or with a similar legend)
or which a reasonable person would understand to be confidential given the
nature of the information and circumstances of disclosure. For purposes
of these Terms, Your Data shall be deemed Confidential Information.
Notwithstanding the foregoing, Confidential Information shall not include
information that (a) was already known to the receiving party at the time of
disclosure by the disclosing party; (b) was or is obtained by the receiving
party by a third party not known by the receiving party to be under an
obligation of confidentiality with respect to such information; (c) is or
becomes generally available to the public other than by violation of these
Terms; or (d) was or is independently developed
by the receiving party without use of the disclosing party's Confidential
Information.

Documentation:
means any written or electronic documentation, images, video, text, or sounds
specifying the functionalities of the Service provided or made available by
Aha! to You, Subscribers, or End-Users through the
Site or otherwise.

End-User: means any person or entity other than Subscriber
with whom Subscriber interacts using the Service, including any person or
entity being provided access to or receiving reports or other information generated by the
Service.

Form: means
any Aha! generated service order form executed or approved by You
with respect to Your subscription to the Service. The Form may detail, among
other things, the number of Subscribers authorized to use the Service under
Your subscription to the Service and the Service Plan applicable to Your
subscription to the Service.

Other Services:
means third party products, applications, services, software, products,
networks, systems, directories, websites, databases, and information which the
Service links to, or which You may connect to or enable in conjunction with the
Service, including, without limitation, certain Other Services which may be
integrated directly into Your Aha! Service.

Service: means
the on-demand Aha! product innovation management solution and tools
provided by Aha! including, individually and collectively, Software,
the API, and any Documentation. Any new or modified features added to or
augmenting the Service or updates or enhancements to the Service ("Updates") are also subject to these
Terms and We reserve the right to deploy Updates at any time.

Service Plan:
means the service plan and the functionality and services associated
therewith (as detailed on the Site) for which You
subscribe with respect to each Subscriber.

Site: means http://aha.io and all other websites owned or
operated by Aha! or its subsidiaries.

Software:
means software provided by Aha! (either by download or access through
the internet) that allows a Subscriber or End User to
use any functionality in connection with the Service.

Subscriber:
means an individual
authorized to use the Service through Your Account as a product owner,
contributor, reviewer, viewer, and/or administrator as identified through an email address
assigned to a specific individual (e.g. janus.stigley@yourcompany.com; not productmanager1@yourcompany.com).

Subscription Term:
means
the period during which You have agreed to subscribe
to the Service.

Your Data:
means all electronic data, text, messages, or other materials submitted to the
Service by You, Subscribers, and End-Users, in connection with Your
use of the Service.

Aha!:
means Aha! Labs Inc., a Delaware corporation or any of
its successors or assignees. In these Terms, Aha! may
also be referred to through the use of "We"
or "Our."

2.
GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE

2.1 During the
Subscription Term and subject to compliance by You, Subscribers, and End Users
with these Terms, You have the limited right to access and use the Service
consistent with the Service Plan You subscribe to for Your internal business
purposes. Without limiting the foregoing, Your
right to access and use the API is also subject to the restrictions and
policies implemented by Aha! from time to time with respect to the
API as set forth in the Documentation or otherwise communicated to You in writing.

2.2 A
high speed Internet connection is required for proper transmission of the
Service. You are responsible for procuring and maintaining the network
connections that connect Your network to the Service,
including, but not limited to, "browser" software that supports protocols used
by Aha!, including Secure Socket Layer (SSL) protocol or other
protocols accepted by Aha!, and to follow
procedures for accessing services that support such protocols. We are
not responsible for notifying You, Subscribers, or End Users of any upgrades,
fixes, or enhancements to any such software or for any compromise of data,
including Your Data, transmitted across computer networks or telecommunications
facilities (including but not limited to the Internet) which are not owned,
operated, or controlled by Aha! We assume no responsibility for the
reliability or performance of any connections as described in this section.

2.3 You agree not to:
(a) license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share, or otherwise commercially exploit or make the Service
available to any third party, other than authorized Subscribers and End Users
in furtherance of Your internal business purposes as expressly permitted by
these Terms; (b) use the Service to process data on behalf of any third party
other than Subscribers or End Users; (c) modify, adapt, or hack the Service, or
otherwise attempt to gain unauthorized access to the Service or related systems
or networks; (d) falsely imply any sponsorship or association with Aha!,
(e) use the Service in any unlawful manner, including but not limited to
violation of any person's privacy rights; (f) use the Service to send
unsolicited or unauthorized junk mail, spam, pyramid schemes, or other forms of
duplicative or unsolicited messages; (g) use the Service to store or
transmit files, materials, data, text, audio, video, images, or other content
that infringes on any person's intellectual property rights; (h) use the
Service in any manner that interferes with or disrupts the integrity or performance
of the Service and its components; (i) attempt to
decipher, decompile, reverse engineer, or otherwise discover the source code of
any software making up the Service; (j) use the Service to knowingly post,
transmit, upload, link to, send, or store any content that is unlawful, racist,
hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to
store or transmit any "protected health information" as that term is defined in
45 C.F.R. 160.103; (l) use the Service to knowingly post transmit, upload, link
to, send, or store any viruses, malware, Trojan horses, time bombs, or any other
similar harmful software ("Malicious
Software"); or (m) try to use, or use the Service in violation
of these Terms.

2.4 You are
responsible for compliance with the provisions of these Terms by Subscribers
and End Users and for any and all activities that occur under Your Account, as
well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the
Service to collect, store, transmit, and otherwise process Your Data is compliant with all applicable laws
and regulations. You also maintain all responsibility for determining
whether the Service or the information generated thereby is accurate or
sufficient for Your purposes. Subject to any limitation
on the number of individual Subscribers available under the Service Plan for
which You subscribed, access to and use of the Service
is restricted to the specified number of individual Subscribers permitted under
Your subscription to the Service. You agree and acknowledge that each Subscriber
will be identified by a unique email address and password ("Login") and that a Login
may only be used by one (1) individual. You will not share a Login among multiple individuals. You and Your Subscribers
are responsible for maintaining the confidentiality of all Login information
for Your Account.

2.5 In addition to Our rights as set forth in Section 7.4, Aha!
reserves the right, in Aha!'s reasonable discretion, to temporarily
suspend Your access to and use of the Service: (a) during planned
downtime for upgrades and maintenance to the Service; (b) during
any unavailability caused by circumstances beyond Our reasonable control, such
as, but not limited to, acts of God, acts of government, acts of terror or
civil unrest, technical failures beyond Our reasonable control (including,
without limitation, inability to access the Internet), or acts undertaken by
third parties, including, without limitation, distributed denial of service
attacks; or (c) if We suspect or detect any Malicious Software connected
to Your Account, or use of the Service by You, Subscribers, or End Users.

3. DATA
PRIVACY AND SECURITY; CONFIDENTIALITY

3.1 Subject to the
express permissions of these Terms, You and Aha! will protect each
other's Confidential Information from unauthorized use, access, or disclosure in
the same manner as each protects its own Confidential Information, but with no
less than reasonable care. Except as otherwise expressly permitted
pursuant to these Terms, You and Aha! may use each other's Confidential Information
solely to exercise Your and Aha!'s respective rights and perform Your and Aha!'s respective obligations
under these Terms and shall disclose such Confidential Information solely to
those employees, representatives, and Subscribers who have a
need to know such Confidential Information for such purposes and who are bound
to maintain the confidentiality of, and not misuse, such Confidential
Information.

3.2
Aha! will maintain commercially reasonable administrative,
physical, and technical safeguards to protect the security, confidentiality, and
integrity of Your Data. These safeguards include encryption of Your Data in
transmission (using SSL or similar technologies) to Other Services, unless those Other
Services do not support encryption, in which event, You link to those Other Services at Your own risk. Our compliance with the
provisions of this Section 3.2 shall be deemed compliance with Our obligations
to protect Your Data as set forth in Section
3.1.

3.3 You agree that Aha! and the service providers We use
to assist in providing the Service to You shall have the right to access
Your Account and Your Data solely to the extent necessary to provide the
Service, including, without limitation, in response to Your support requests.
Any third party service providers given access to Your Account and Your Data
will be subject to confidentiality obligations no less stringent than those set forth in Section 3.1.

3.4 We collect
certain information about You, Subscribers, and End Users as well as Your and their respective devices, computers, and use of the
Service. We use, disclose, and protect this information as described in
Our Privacy Policy, the current version of which is available at www.aha.io/legal/privacy_policy and which is
incorporated into the Terms.

4.
INTELLECTUAL PROPERTY RIGHTS

You and Aha! shall maintain all rights, title and interest in and to all Your and Aha!'s
respective patents, inventions, copyrights, trademarks, domain names, trade
secrets, know-how, and any other intellectual property and/or proprietary rights
(collectively, "Intellectual Property
Rights"). The rights granted to You, Subscribers, and End Users
to use the Service under these Terms do not convey any additional rights in the
Service, or in any Intellectual Property Rights associated therewith. Subject
only to limited rights to access and use the Service as expressly permitted herein, all
rights, title, and interest in and to the Service and all hardware, software, and
other components of or used to provide the Service, including all related
intellectual property rights, will remain with and belong exclusively to Aha! Aha! shall have a
royalty-free, worldwide, transferable, sub-licensable, irrevocable, and
perpetual license to incorporate into the Service or otherwise use any
suggestions, enhancement requests, recommendations, or other feedback We receive
from You, Subscribers, or End Users. Aha! and Aha!'s other
product and service names, and logos used or displayed on the Service are
trademarks or registered trademarks of Aha! (collectively, "Marks"), and You may only use such
Marks to identify You as a Subscriber. You shall
not attempt to claim any rights in the Marks, degrade
the distinctiveness of the Marks, or use the Marks to disparage or misrepresent
Aha!, its services, or products.

5. THIRD PARTY SERVICES

If You decide to enable, access, or use Other Services, be advised that Your
access and use of such Other Services is governed solely by the terms and
conditions of such Other Services. We do not endorse, are not responsible
or liable for, and make no representations or warranties as to any aspect of such Other
Services, including, without limitation, their content or the manner in which
they handle data (including Your Data), or any interaction between You and the
provider of such Other Services. You irrevocably waive any claim against Aha!
with respect to such Other Services. Aha! is not liable for
any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services,
or Your reliance on the privacy practices, data security processes, or other
policies of such Other Services. You may be required to register for or
log into such Other Services on their respective websites. By enabling
any Other Services, You are expressly permitting Aha! to disclose Your
Login as well as Your Data as necessary to facilitate the use or enablement of
such Other Service.

6.
BILLING, PLAN MODIFICATIONS AND PAYMENTS

6.1 Unless
otherwise indicated on a Form referencing these Terms and subject to Section 6.2,
all charges associated with Your access to and use of the Service ("Subscription Charges") are due in
full upon commencement of Your Subscription Term. If You fail to pay Your
Subscription Charges or charges for other services indicated on any Form
referencing these Terms within fifteen (15) business days of Our notice to You that
payment is due or delinquent, or if You do not update payment information upon
Our request, in addition to Our other remedies, We may suspend or terminate
access to and use of the Service by You, Subscribers, and End Users.

6.2 If You choose to upgrade Your Service Plan or increase the
number of authorized Subscribers during Your Subscription Term (a "Subscription Upgrade"), any
incremental Subscription Charges associated with such Subscription Upgrade will
be prorated over the remaining period of Your then current Subscription Term,
charged to Your Account, and due and payable upon implementation of such
Subscription Upgrade. In any future Subscription Term, Your Subscription
Charges will reflect any such Subscription Upgrades.

6.3
No refunds or credits for Subscription Charges or other fees or payments
will be provided to You if You elect to downgrade Your Service Plan.
You can downgrade from any Service Plan except from the Enterprise+ Service Plan.
Downgrading Your Service Plan may cause loss of content, features, or capacity
of the Service as available to You under Your Account,
and Aha! does not accept any liability for such loss. Aha!
reserves the right to contact You about special pricing if You maintain an
exceptionally high number of End Users, an unusually high monthly product,
release, or feature ratio per Subscriber, or other excessive stress on the
Service.

6.4 Unless
otherwise stated, Our charges do not include any taxes, levies, duties, or
similar governmental assessments, including value-added, sales, use, or withholding
taxes assessable by any local, state, provincial, or foreign jurisdiction
(collectively "Taxes").
You are responsible for paying Taxes except those assessable against Aha!
based on its income. We will invoice You for such
Taxes if We believe We have a legal obligation to do so and You agree to pay
such Taxes if so invoiced.

6.5 To qualify for the Startup Pack billing plan, You must
be able to verify that You are a technology or internet company that is less
than 18 months old, with fewer than 10 employees, and less than $1.5M in
funding. You can be in the Startup Pack billing plan for a maximum of 12 months.

6.6 If You pay by credit card, the Service provides an
interface for the account owner to change credit card information (e.g. upon
card renewal). The Account owner will receive a receipt upon each receipt
of payment by Aha!, or they may obtain a receipt from within the
Service to track subscription status. Aha! uses a third-party
intermediary to manage credit card processing and this intermediary is not
permitted to store, retain, or use Your billing information except to process
Your credit card information for Aha!

7. CANCELLATION AND TERMINATION

7.1 Either You or
Aha! may elect to terminate Your Account and subscription to the
Service as of the end of your then current Subscription Term by providing
notice at least 30 days prior to the end of such Subscription
Term. Unless Your Account and subscription to the Service is so
terminated, Your subscription to the Service will
renew for a Subscription Term equivalent in length to the then-expiring
Subscription Term. Unless otherwise provided for in any Form, the
Subscription Charges applicable to Your subscription to the Service for any
such subsequent Subscription Term shall be Our standard Subscription Charges
for the Service Plan to which You have subscribed as of the time such subsequent
Subscription Term commences.

7.2 No
refunds or credits for Subscription Charges or other fees or payments will be
provided to You if You elect to terminate Your subscription to the Service or
cancel Your Account prior to the end of Your then-effective Subscription Term.
Following the termination or cancellation of Your
subscription to the Service and/or Account, We reserve the right to delete all
Your Data in the normal course of operation. Your Data cannot be recovered once
Your Account is cancelled.

7.3 If
You terminate Your subscription to the Service, cancel Your Account prior to
the end of Your Subscription Term, or We effect such termination
or cancellation pursuant to Sections 2.5(c) or 7.4, in addition to other amounts
You may owe Aha!, You must immediately pay any unpaid
Subscription Charges associated with the remainder of such Subscription
Term. This amount will not be payable by You in the event You terminate
Your subscription to the Service or cancel Your Account as a result of a
material breach of these Terms by Aha!,
provided You provide advance notice of such breach to Aha! and
afford Aha! not less than thirty (30) days
to reasonably cure such breach.

7.4
Aha! reserves the right to modify, suspend, or terminate the
Service (or any part thereof), Your Account, or Your, Subscribers', or End
Users' rights to access and use the Service, and remove, disable, and discard
any of Your Data if We believe that You, Subscribers, or End Users have violated
these Terms. Unless legally prohibited from doing so, Aha! will use commercially
reasonable efforts to contact You directly via email to notify You when taking any of the
foregoing actions. Aha! shall not be liable to You, Subscribers, End
Users, or any other third party for any such modification, suspension, or
discontinuation of Your rights to access and use the Service. Any
suspected fraudulent, abusive, or illegal activity by You, Subscribers, or End
Users may be referred to law enforcement authorities at Our
sole discretion.

8.
DISCLAIMER OF WARRANTIES

THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND
TO THE FULLEST EXTENT PERMITTED BY LAW. AHA! EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT AHA! DOES NOT
WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR
FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE
OBTAINED BY YOU FROM AHA! (INCLUDING, BUT NOT LIMITED TO, ITS EMPLOYEES) OR THROUGH THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9.
LIMITATION OF LIABILITY

9.1 UNDER NO
CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE,
OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, SUBSCRIBERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING LOST
PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER
LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR
THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

9.2 NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THESE TERMS, AHA!'S AGGREGATE LIABILITY
TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION
WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO
EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS
PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU
ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9.2 IS TO
ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL
LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY
HIGHER IF AHA! WERE TO ASSUME ANY FURTHER
LIABILITY OTHER THAN AS SET FORTH HEREIN. AHA! HAS RELIED ON THESE
LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE
THE SERVICE PROVIDED FOR IN THESE TERMS.

9.3 The limitations in Section 9.1 and Section 9.2 shall
not apply to any intentional breach of confidentiality obligations set forth in
Section 3, nor to indemnity obligations under Section 10.

9.4 Some
jurisdictions do not allow the exclusion of implied warranties or limitation of
liability for incidental or consequential damages, which means that some of the
above limitations may not apply to You. IN THESE
JURISDICTIONS, AHA!'S LIABILITY WILL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.

10.
INDEMNIFICATION

10.1 Aha!
will indemnify, hold harmless, and defend You from and against any claim against You by
reason of Your use of the Service as permitted hereunder, brought by a third
party alleging that the Service infringes or misappropriates a third party's
valid United States patent, copyright, trademark, or trade secret (an "IP Claim").
Aha! shall, at
its expense, defend such IP Claim and pay damages finally awarded against You
in connection therewith, including the reasonable fees and expenses of the
attorneys engaged by Aha! for such defense,
provided that: (a) You promptly notify Aha! of the threat or notice of
such IP Claim; (b) Aha! is provided the sole and exclusive control and
authority to select defense attorneys, defend, and/or settle any such IP Claim;
and (c) You fully cooperate with Aha! in connection
therewith. If use of the Service by You, Subscribers, or End Users has
become, or in Aha!'s opinion, is likely to become, the subject of any
such IP Claim, Aha! may, at its option and expense, either: (x) procure for You
the right to continue using the Service as set forth hereunder; (y) replace or
modify the Service to make it non-infringing; or (z) if options (x) or (y) are
not commercially and reasonably practicable as determined by Aha!,
terminate Your subscription to the Service and repay
You, on a pro-rated basis, any Subscription Charges previously paid to Aha!
for the corresponding unused portion of Your Subscription Term. Aha!
will have no liability or obligation under this Section 10.1 with
respect to any IP Claim if such claim is caused in whole or in part by: (i)
compliance with designs, data, instructions, or
specifications provided by You; (ii) modification of the Service by anyone
other than Aha!; or (iii) the combination, operation, or use of the
Service with other hardware or software where the Service would not by itself be infringing.

The provisions of this Section 10.1 state the sole, exclusive, and entire
liability of Aha! to You and constitute Your sole remedy with respect
to an IP Claim brought by reason of access to or use of the Service by You, Subscribers,
or End Users.

10.2 You
will indemnify, hold harmless, and defend Aha! against any claim brought by a
third party against Aha! arising from or related to use of the
Service by You, Subscribers, or End Users in breach of these Terms, or matters which
You have expressly agreed to be responsible pursuant to these Terms, provided
that Aha! promptly notifies You of the
threat or notice of such a claim.

11.
ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

11.1 You
may not, directly or indirectly, by operation of law or otherwise, assign all
or any part of these Terms or Your rights under these Terms or delegate
performance of Your duties under these Terms without Aha!'s prior consent.
We may, without Your consent, assign Our agreement
with You to any affiliate or in connection with any merger or change of control
of Aha! or the sale of all or substantially all of Our
assets provided that any such successor agrees to fulfill its obligations
pursuant to these Terms. Subject to the foregoing restrictions, these Terms
will be fully binding upon, inure to the benefit of and be enforceable by the
parties and their respective successors and assigns.

11.2 These
Terms, together with any Form(s), constitute the entire agreement, and
supersede any and all prior agreements between You and Aha! with
regard to the subject matter hereof. You are not relying on any
representations or warranties other than those expressly provided herein. These Terms will control over any standard
or boilerplate terms included on any document provided by You or a third party acting on your behalf to Aha!
including but not limited to purchase orders. Any such terms are expressly rejected by Aha! and are not part of these
Terms. We may amend these Terms from time
to time, in which case the new Terms will supersede prior versions.
We will announce any material changes to these Terms via email or in-app
messaging at least seven (7) days prior to their taking effect. Aha!'s
failure to enforce at any time any provision of these Terms does not
constitute a waiver of that provision or of any other provision of the Terms.

12.
SEVERABILITY

If any provision in these Terms is held by a court of competent jurisdiction
to be unenforceable, such provision shall be modified by the court and
interpreted so as to best accomplish the original provision to the fullest
extent permitted by law, and the remaining provisions of these Terms shall
remain in effect.

13. EXPORT
COMPLIANCE AND USE RESTRICTIONS

The Service and other Software or components of the Service which Aha!
may provide or make available to You, Subscribers, or End Users may be
subject to U.S. export control and economic sanctions laws. You agree to comply
with all such laws and regulations as they relate to access to and use of the
Service, Software, and such other components by You, Subscribers, and End Users.
You shall not access or use the Service if You are
located in any jurisdiction in which the provision of the Service, Software, or
other components is prohibited under U.S. or other applicable laws or
regulations (a "Prohibited Jurisdiction")
and You shall not provide access to the Service to any government, entity, or
individual located in any Prohibited Jurisdiction. You represent, warrant,
and covenant that (i) You are not named on any U.S.
government list of persons or entities prohibited from receiving U.S. exports,
or transacting with any U.S. person, (ii) You are not a national of, or a
company registered in, any Prohibited Jurisdiction, (iii) You shall not permit Subscribers
or End Users to access or use the Service in violation of any U.S. or other
applicable export embargoes, prohibitions, or restrictions, and (iv) You shall
comply with all applicable laws regarding the transmission of technical data
exported from the United States and the country in which You, Subscribers, and
End Users are located.

14.
RELATIONSHIP OF THE PARTIES

The parties are independent contractors. These Terms do not create a
partnership, franchise, joint venture, agency, fiduciary,
or employment relationship among the parties.

15.
SURVIVAL

Sections 1-4, 6, 8 and 9-17 shall survive any termination of the agreement
with respect to use of the Service by You, Subscribers or End Users.
Termination of such agreement shall not limit Your or Aha!'s
liability for obligations accrued as of or prior to such termination or for any
breach of these Terms.

16.
NOTICE

All notices to be provided by Aha! to You under these Terms may be
delivered in writing (i) by nationally recognized
overnight delivery service ("Courier")
or US mail to the contact mailing address provided by You on any Form; or (ii)
electronic mail to the electronic mail address provided for Your Account owner.
You must give notice to Us in writing via electronic mail at support@aha.io.
All notices shall be deemed to have been given immediately upon delivery by
electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2)
business days after being deposited in the mail or with a Courier as permitted
above.

17.
GOVERNING LAW

These Terms shall be governed by the laws of the State of California without
regard to conflict of laws principles. You hereby expressly agree to submit to
the exclusive personal jurisdiction of the federal and state courts of the
State of California, San Mateo County, for the purpose of resolving any dispute
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